Tony's Greatest Fear
by 21softballstar
Summary: Anxiety-raging, Tony works with Peter Quill and Doctor Strange as they struggle to defeat Thanos. With each passing minute, Tony's greatest fear starts to come true as he sees before him the pain Thanos inflicts on his loved ones.


**SPOILERS. SPOILERS. SPOILERS. SPOILERS. If you haven't seen Avengers Infinity War yet, then go get your butt in a theater, watch it, then come back and read this!**

 **I wrote this the day of and day after I saw Avengers Infinity War (I actually saw it twice in one day). I cried. A lot. And had to write my feelings out. And curled up in a little ball in my bed. Tony is my favorite character of all time. Him and Loki and Peter. And now looked what's happened. So I wrote this little fan-fiction about Tony. Because I had to express my feelings and this was a good way. So I hope you enjoy it. Or cry from it. I did.**

Dying wasn't what scared him the most. No longer being Iron Man wasn't what scared him the most. Even losing Pepper wasn't what scared him the most. Most people would look at his smart-ass self and see the man who "broke up" the Avengers. They would see someone who didn't like showing their emotions. They would see someone who tried to hide everything they truly cared about in life, which in turn made them feel cold and heartless. That's who most people would see him as. Who they personified him as.

But that's not truly who he was.

Deep down inside, what he was scared of the most was losing everyone and everything he loved so dearly. Tony didn't love often or even love a lot of people, but whom he did love, he loved deeply and would lay down his life for them, a few of those people being Pepper, Rhodey, Bruce, and Pete. He wouldn't show their love to them in ways of physical or verbal affection like most people. Instead, he gently bullied them or said some smart-ass remark about them not being able to care for themselves so just "stay put". But that's how he showed he cared, and not many people understood that about him.

And what they also didn't understand was that dying didn't fear him. For most, dying was a scary, inevitable event in life. Some people die alone while some die surrounded by loved ones. Some die intentionally and some die before they even realize what has happened.

If in the end he had to choose between his life and saving the ones of those whom he loved, he would beg to be killed.

Which is why, when he saw Bruce appear between that wizard and say Thanos had come (though he wasn't entirely sure who that was at the moment), everyone Tony loved flashed before his eyes. His mind instantly went back to New York. Pepper reached out to grab his hand and awoke him from his day-dream. His life didn't even matter in that moment. Fight Thanos? Sure, easy. He would put himself in harms way in a heartbeat—if Pepper and Peter and Rhodey and Bruce hadn't also been in his life at that moment.

So he'd gone along for the ride, hoping all of this was some sort of pretend dream, but the more the wizard talked, the more Tony knew this was happening, and the most his greatest fear of all time slowly began to surface in his mind. He tried to push it away and focus on the now and what the plan was, but no matter how much he closed his eyes and shut out his thoughts, the pictures of those he cared for kept appearing, reminding him of all he had to do and would possibly have to do in the future.

"New York? That was Thanos!"

New York. It always, always came back to New York. The reason he suffered from his PTSD and panic attacks were because of this Thanos? That pissed Tony off to no end. He'd nearly lost himself after the New York Incident solely because of his panic attacks and level of anxiety. Pepper had nearly died—more than once, he might add, and by his own fault. It had taken him months to start recovering, to which he had never fully recovered. The simple mention of New York caused his pulse to quicken and his vision to cloud. He shook his head and walked off a distance. He needed to keep this under control.

To Tony's immense shock and complete relief, his past-anxiety problem remained in check for a great length of this battle. When Thanos sidekicks attacked; when the wizard got captured; when Peter decided to be a stupid teenager and go against orders and tag along—his anxiety level remained stable. He was proud of himself for not letting past psychological disorders effect his work and decision making.

Yet while Doc had wanted to return to earth, Tony wished to press forward on finding Thanos. What the doctor didn't understand was that he didn't want to kill Thanos. At least, not at first. He could care less if Thanos remained alive or dead. Someone else could take care of that bit. What Tony wanted was to _see_ him. To stand face to face with the creature that caused him so much suffering and distress over the past many years. To be able to say to himself that _this_ is what had caused him so much self-doubt and lack of self-confidence. Not because anything was wrong with Tony, but because this specific creature had made him feel that way.

And at that moment, considering the circumstances, everything was going fairly well. That was until those galaxy idiots decided to crash into the place, shooting up the entire space ship and threatening to shoot Peter in the head. Are you serious? He was a kid. A stupid, stupid kid who should have remained on the school bus going to his field trip like stupid high school kids his age do. But he decided to tag along—make Tony responsible for him—and now he was in harm's way of a maniac, a gun pointed at his head, and Tony standing there helpless.

So he did what he knew to do best—be the smart-ass and pretend he didn't care. Go ahead and shoot Peter—he'd just shoot galaxy man's guy. No problem. Pete had been wearing his mask (the new one Tony had made especially for him) so he hadn't been able to see his facial expressions, which Tony was glad for. He imagined what the kid had to be feeling—confusion, fear, sadness as to what Tony was suggesting. But that's all Tony knew how to do. He couldn't beg for Pete's life. He just had to pretend he didn't care and everything would turn okay…right?

Thankfully (he guessed…) the wizard was smart enough to ask some logical questions, to which the members all came to terms on the fact that Thanos was their enemy, not each other. Anxiety level-lowered. Peter—safe.

Once they were on the planet Titan, Tony figured he would try and create a plan in order to confront Thanos and destroy him (Tony wanted to confront; everyone else wanted to destroy, which he also agreed was best).

"Are you yawning?"

Was he seriously…did he not understand the severity of what was happening? He was trying to figure out a plan so that everything was going to be okay, and the galaxy guardians weren't even listening to him.

"Look, I like your plan, except that it sucks, so…"

It…sucked…? Tony stared at Quill directly in the face, wondering if he should punch him or throw him across the planet. But instead—and working extremely hard to keep his anger in check—Tony closed his eyes, sighed, and said, "Okay, can we all just please come over here?"

So Quill came up with a plan while Doc informed them of there only being one possible way (out of over 14 million possibilities) for them to win. That's okay. They only needed one.

And that one time came. While the doc was talking up Thanos about his old world, Tony was hiding out, waiting for the signal. He saw Pete hiding a few hundred feet away from him. If Tony wasn't physically and emotionally drained, he would have laughed at the kid. He was a good kid. A great kid. He worked hard, was loyal, and extremely helpful, even if his ideas were a bit strange ( _Aliens_? Really?) Tony never wanted to say it to Pete aloud, but he loved that kid. With all his being, he loved him. In a way, Peter was like his son, and if anything happened to him he'd never be able to forgive himself. Pete was so young and full of life and willing to please. He didn't deserve to be pulled into this Thanos mess, but Tony knew he wouldn't have been able to stop him. He just now needed to protect him.

"Ours?"

There it was, the signal. With all his might, Tony pushed the spaceship atop Thanos. Win! Easy. He was dead and defeated. Not entirely what Tony had wanted to do, but he'd given it some thought and realized there wasn't time to confront Thanos about his past anxiety issues. Lives were at stake, and if Thanos didn't die soon then Tony worried his greatest fear would slowly start becoming a reality, and he couldn't have that.

"Look at that, so easy!"

"Yeah, if you wanted to piss him off!"

With that, everyone came rushing forward as Thanos pushed the space ship off himself what seemed like effortlessly. Tony quickly leaped out of the way and looked around for Pete, making sure he was okay for the moment.

When Tony realized he was, he rushed forward to Thanos, determined to finish this.

With the help of the others, Thanos remained under Mantis' spell. "Parker give me some help!" he shouted as he tried desperately to remove the glove from his hand. Man, this thing was heavy.

In the meantime, Quill was asking about Gramora.

"He's in great anguish!"

"Good!"

"No, he mourns!"

"What does this bastard have to be sad about?"

"It's Gramora!" Mantis cried.

Tony watched in shock as Nebula explained what must have happened to her sister in order for Thanos to receive the Soul Stone.

"Tell me she's lying!" Quill shouted in Thanos face as Tony and Peter continued attempting to pull the glove off. Seeing his anger beginning to boil to the point where something awful was about to happen, Tony grabbed Quill's arm and tried to pull him away. "Look, we almost got the glove off, leave him alone!"

Refusing to answer or even look at him, the idiot Quill began attacking Thanos in the face. Mantis pulled back in shock, her spell no longer have effect on Thanos, causing him to wake up.

"I almost got it, I almost got it!" Peter shouted, very nearly pulling the glove off.

"Pete, step back!" Tony said as Thanos locked his eyes on the teenager. It only took a matter of seconds, but for Tony it felt like slow-motion as he stood there, helpless, watching Peter be knocked to the ground by the power of Thanos. He couldn't help him, because in order to do so he had to protect him, which wouldn't happen if he was dead.

The battle only lasted a matter of a few minutes, and Tony wasn't entirely sure what had even happened until he was standing there before Thanos. Just him and the creature. Nothing else in the world seemed to matter at that moment except the purple being who had caused him so much suffering in life. For years he had been in so much psychological distress. He'd nearly lost Pepper, himself, and the suits. He'd suffered each time anyone said the words "New York" and there was nothing he could do about it. No one understood his anxiety attacks and PTSD because they didn't have it. But what they caused him was something he would never forget. He felt so broken each time an attack overcame him. He couldn't breathe, couldn't think, and couldn't protect himself, much less anyone else like he was so used to doing as Iron Man. During that period in his life, he felt broken beyond repair, and it took so much of himself and of Pepper's help to overcome that.

And now before him stood the creature that caused him all the grief. Right there. Saying his name.

"Stark."

"You know me?" So Thanos actually knew the suffering he had caused Tony? He knew what Tony looked like, his life, his relationships, and his pain, and he, what? Called those anxiety attacks mercy like he did his genocide killings?

Dammit he was going to die.

With all his power, Tony threw himself at Thanos, determined to kill this bastard once and for all. At first he'd only wanted to confront him. To see Thanos in the flesh and see the thing that had caused him so much grief. But now he was there and ready for the taking. Tony was ready to end Thanos' life and to end all of his anxiety forever. If Thanos was dead, Tony wouldn't ever have to worry about his anxiety reoccurring ever again. He would be okay…right?

"All that for a little scratch?"

Not okay.

In one swift movement, Thanos thrust the sharp weapon up Tony's side. Gasping for breath, Tony looked in his eyes and saw everything he feared the most in life. It wasn't the fact that he was dying, it was the fact that he was dying while Pepper, Pete, Bruce, and Rhodey were still out there. And now even Strange and Quill, too, who were growing on him. They were going to be there with Thanos while Tony was dead.

Peter was a kid! A stupid kid who deserved so much better than to be pulled into this war. He was supposed to be on field trips and studying in his room and stuttering when his girl crush spoke to him. Not here on Titan, fighting the most powerful creature on the planet, soon to be left helpless because Tony was going to die.

He reached out for Thanos, trying to prevent himself from collapsing. The pain was indescribable, especially when Thanos ripped the object out of him, causing Tony to cry out and fall on the ground. He grabbed his side, his eyes watering. He felt tears slipping down his cheeks as he struggled to breathe (had the weapon punctured his lung?). He looked around the planet, desperately trying to catch a glimpse of Peter. Where was he? Was he safe? The rest of the group was either lying on the ground wounded or standing there, shocked and scared. Pepper flashed through his brain. He hadn't even been able to finish his conversation with her, and he damn-well was going to miss their 8:30 reservation. And the rehearsal. And the wedding. He was supposed to be planning the wedding with her—the happiest day of their life. He was supposed to be planning children with her (though she wasn't so set on the idea…but she would soften). Morgan. His son would be named Morgan.

Thanos pointed the gun at his head, threatening to finish his life.

Bruce came into his mind then. Oh, his Science Brother. It had been a great long time since they'd worked together. He missed it. No one really understood Bruce the way Tony did. He had issues—everyone knew that—but no one knew the extent of his problems because the only one he'd ever spoken to them about was Tony. They'd been working late at night on a project, and Bruce brought up Hulk—his other self that he hated so much. Bruce had tried to commit suicide once before, but the Hulk had prevented him. Tony understood, because more than once he'd thought about ending his life once the New York battle was over and his PTSD arose. Bruce understood Tony. And Tony understood Bruce. They had a good science brother relationship, one that would be no more as Thanos' finger began pressing on the trigger.

Closing his eyes, Tony silently begged whatever greater being was out there to protect those whom he loved. He wasn't sure how this was going to happen, as he was dying, but he hoped somehow Peter and Bruce and Pepper and Rhodey and even Strange and Quill and that stupid Steve Rodgers would be okay. Because he wasn't going to be okay. His anxiety was raging, his body was bleeding out, and he was about to shot.

And yet that wasn't even what scared him the most…

"Wait!"

Strange. The man offered to give up the stone if Tony would live. Give up the…no!

"Strange! What are you doing?" he tried to shout, but it came out more as a whisper as he winced in pain.

"No tricks?" Thanos asked.

"No tricks." With that, Strange had the green stone appear, which he then gave to Thanos who attached it to his glove and disappeared within an instant.

"Why did you do that?" Tony asked as he stitched himself up with his suit powers.

"We're in the end game now, Stark."

And they were in the end game. Tony could tell because his anxiety was raging. He tried not to think about it, but that only increased his worries and fears and shaking and labored breathing. He grasped his hands together tightly as he walked over to where Peter was. Closing his eyes, he took in one deep breath and asked, "Are you good, kid?"

"Are you kidding!" he shouted. "This suit is sick, Mr. Stark! Seriously these spider leg things? Totally digging them right now."

"No, are you _okay_ ," Tony pressed, grabbing Parker's arm and staring at him straight in the face.

Realizing his seriousness, Peter looked back at him and nodded. "I'm okay. I'm not hurt."

Relief. Oh, so much relief. If anything had happened to Peter, Tony never would have been able to forgive himself. He couldn't control what happened to Pepper or Bruce or Rhodey at that moment. And though Quill and Strange were growing on him, they didn't need his help. They were fine. But Peter. Peter was just a kid who didn't know any better. Tony had to watch over him.

It couldn't have been more than an hour later, but as the whole crew gathered around, unsure what to do, they felt a shift in the atmosphere. Something was different. Tony stood and walked a few feet away from Peter, looking around at his surroundings. His heart rate began to quicken. Something wasn't right…

"Oh, no…" he turned around, shocked to see Mantis—who had been leaning against Drax—slowly start to disappear. With tears in her eyes, she looked at Tony in fear seconds before her entire form floated up towards the sky.

Next was Drax. Then Quill. Both of them—gone.

"Mr. Stark? I don't feel so good…"

Pulse racing, Tony turned around, only to see Peter—stupid, stubborn, caring, always willing to please Peter—clutching his stomach in pain. With tears in his eyes, he slowly began walking towards Tony, but not before he cried out and fell to the ground.

In a matter of seconds Tony was by his side and pulling him to his feet. He watched in complete fear as the kid's fingers began to disappear into the sky, floating up and away.

"Mr. Stark? I'm not ready. I'm not ready. I don't want to go…"

He was just a kid. He was just a kid. He was just a kid. And he was disintegrating into thin air.

Everything Tony feared in life was coming true. Thanos had won. He was going to kill half the planet with a snap of his fingers—most likely including Pepper, Rhodey, and Bruce. Quill, Mantis, and Drax were gone. And now Peter lay there, on the ground, in his arms.

He should have died. Strange should have let him die. Then none of this would be happening. Peter wouldn't be dying. He would be on his field trip. Dammit the kid should have stayed on the bus. Tony shouldn't have made his stupid Spider-Man suit.

 _"You don't need this…you need shirts."_

Pepper was right, as she always was. He didn't need any of the Iron Man suits and shouldn't have made Peter one. Peter was a kid whose place was not in war, so why had he made the suit for him? Why had Peter decided to follow him? Why did Tony dub him an Avengers and agree for him to come along?

"Mr. Stark, I'm not ready…"

Tears slipped down Tony's face as he watched young Peter slowly disappear into the air, piece by piece. He was on a field trip. He was on a stupid field trip.

"I don't want to go…" A tear slid down Peter's terrified face.

Then, he was no more.

Peter—the kid who was like a son to him. The kid whose ideas were weird but worked. The kid who was so willing to please. The kid who was so proud to finally be an Avenger. The kid who looked up to Tony with all his being.

Looked up to Tony. As his protector, his teacher, his friend. And he had let him down. Oh, how Tony had let him down.

Shaking, shocked, and teary-eyed, Tony turned towards Strange—the only other person left on this planet with him.

"Stark."

But he wasn't going to be on this planet for much longer.

"This was the _only way."_

And with that, Strange disappeared too.

And Tony was left alone.

No Pepper. No Bruce, Rhodey, Quill, Drax, or Mantis. No Strange. And no Peter.

Tony hadn't been afraid of dying. When that weapon had pierced his side and he was starting to bleed out, he hadn't been afraid to die. Not even close. That wasn't his greatest fear.

His greatest fear was losing all those he loved.

And that had happened. Right before his eyes, that had happened. In the absolute worse way, his friends had disappeared before him, and he wasn't sure if they were ever coming back.

Tears streaming down his face, Tony clenched his shaking hands together. He was alone. He'd lost them.

And he wasn't sure if he would be able to go on.


End file.
